0001193125-13-477684 Sample Contracts

WHEELER REAL ESTATE INVESTMENT TRUST, INC. WARRANT AGREEMENT December , 2013
Warrant Agreement • December 18th, 2013 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

In connection with the closing of the transaction contemplated by that certain Securities Purchase Agreement, dated of even date herewith, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the other signatories thereto (the “Securities Purchase Agreement”), the Company agrees to issue you a warrant (the “Warrant”) to purchase the number of shares of common stock, $0.01 par value per share, of the Company set forth herein, subject to the terms and conditions contained herein. Unless otherwise separately defined herein, all capitalized terms in this agreement shall have the same meaning as is set forth in the Securities Purchase Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2013 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2013 by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2013 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2013, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).

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